Supplement to Alma Media Corporation's tender offer document of 17
August 2009 for all shares in Tal
(Thomson Reuters ONE) - Alma Media Corporation Stock Exchange Release 4 September 2009 at14.10SUPPLEMENT TO ALMA MEDIA CORPORATION'S TENDER OFFER DOCUMENT OF 17AUGUST 2009 FOR ALL SHARES IN TALENTUM OYJNOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA,CANADA OR THE UNITED STATESAlma Media Corporation ("Alma Media") announced on 10 August 2009that it will make a mandatory tender offer for all of the issued andoutstanding shares in Talentum Oyj ("Talentum") (the "Tender Offer").The Tender Offer commenced on 19 August 2009 at 9:30 a.m. (Finnishtime) and will end on 15 September 2009 at 4:00 p.m. (Finnish time)unless the Tender Offer is extended or discontinued in accordancewith its terms and conditions.The Board of Directors of Talentum has issued today their statementregarding the Tender Offer in accordance with chapter 6, section 6 ofthe Finnish Securities Market Act. The stock exchange releaseincluding the statement is attached to this release (Appendix 1).Alma Media supplements the Tender Offer document, dated 17 August2009, with the statement issued by Talentum's Board of Directors byadding, as stated in the Tender Offer document, the attachedstatement as appendix D to the said document. The Finnish FinancialSupervision Authority has approved the supplement today. The TenderOffer document and its supplement are available at the offices ofAlma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, theoffices of Skandinaviska Enskilda Banken (publ) Helsinki Branch,address Unioninkatu 30, 00130 Helsinki, Finland and the offices ofNASDAQ OMX Helsinki, address Fabianinkatu, 00130 Helsinki, Finland,and on the Internet at www.almamedia.fi and www.seb.fi. The TenderOffer document is available only in Finnish.Alma Media CorporationRauno HeinonenCorporate Communications and IRAdditional information:Kai Telanne, President and CEO, tel. +358 10 665 3500DISTRIBUTIONNASDAQ OMX HelsinkiMain mediaAlma Media in briefAlma Media is a profitable and internationally expanding company thatinvests in the future of newspapers and online media. Its best knownproducts are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.Net sales in 2008 totalled EUR 341 million and the operating marginwas over 14%. The company's share is listed in the Mid Cap segment ofthe NASDAQ OMX Helsinki. Please visit www.almamedia.com for furtherinformation.This release may not be released or otherwise distributed, in wholeor in part, in or into Australia, Hong Kong, Japan, South Africa,Canada or the United States. This release is not a tender offerdocument and as such does not constitute an offer or invitation tomake a sales offer. Investors shall accept the Tender Offer for theshares only on the basis of the information provided in a tenderoffer document. Offers will not be made directly or indirectly in anyjurisdiction where either an offer or participation therein isprohibited by applicable law or where any tender offer document orregistration or other requirements would apply in addition to thoseundertaken in Finland.The Tender Offer is not being made in any jurisdiction whereprohibited by applicable law and the tender offer document andrelated acceptance forms will not and may not be distributed,forwarded or transmitted into or from any jurisdiction whereprohibited by applicable law. In particular, the Tender Offer is notbeing made, directly or indirectly, in or into, or by use of thepostal service of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or theInternet) of interstate or foreign commerce of, or any facilities ofa national securities exchange of, Australia, Hong Kong, Japan, SouthAfrica, Canada or the United States. The Tender Offer cannot beaccepted by any such use, means or instrumentality or from withinAustralia, Hong Kong, Japan, South Africa, Canada or the UnitedStates.APPENDIX 1: TALENTUM OYJ'S STOCK EXCHANGE RELEASE OF 4 SEPTEMBER 2009Talentum Oyj Company Announcement September 4, 2009 at 9.00 amSTATEMENT OF THE BOARD OF DIRECTORS OF TALENTUM OYJ REGARDINGMANDATORY TENDER OFFER OF ALMA MEDIA CORPORATIONThe Board of Directors of Talentum Oyj issues the following statementreferred to in Chapter 6 Section 6 of the Finnish Securities MarketAct regarding the mandatory tender offer published by Alma Media Oyjon 10 August 2009 concerning the shares in Talentum Oyj.TENDER OFFER IN BRIEFAlma Media Oyj ("Alma") has made a mandatory tender offer ("MandatoryTender Offer") for all of the shares in Talentum Oyj ("Talentum").The cash consideration offered for the shares is EUR 1.85 per eachshare in Talentum ("Offer Price"). The tender offer has commenced on19 August 2009 at 9.30 a.m. (Finnish time) and ends on 15 September2009 at 4.00 p.m. (Finnish time) ("Offer Period"), unless the OfferPeriod is extended in accordance with the terms and conditions of theMandatory Tender Offer. The Finnish Financial Supervisory Authorityhas on 17 August 2009 approved the offer document regarding theMandatory Tender Offer published by Alma on 19 August 2009 ("OfferDocument"). The information regarding Alma's Mandatory Tender Offerpresented in this section is based on the information presented inthe Offer Document and in Alma's company announcements.Alma acquired 375,000 shares in Talentum through a share acquisitionmade on 10 August 2009 in which a cash consideration of EUR 1.85 waspaid per share. Together with the shares in Talentum already earlierowned by Alma Group, after the share acquisition Alma owned, togetherwith parties referred to in Chapter 6 Section 10 Subsection 2 of theFinnish Securities Market Act (495/1989 as amended), in total13,575,000 shares in Talentum. The shareholding representedapproximately 30.65 per cent of all the shares and votes in Talentumand 31.12 per cent of the votes pertaining to the shares when takinginto consideration the 681,000 own shares held by Talentum, which donot carry voting rights. As a consequence of the share acquisitionmade by Alma on 10 August 2009 it became obliged to make a mandatorytender offer referred to in Chapter 6 Section 10 of the FinnishSecurities Market Act for all the other shares in Talentum and allthe securities entitling to shares issued by Talentum.Talentum has not been aware of Alma's intention to acquire shares inTalentum in a manner which results in Alma becoming obliged to make amandatory tender offer referred to in the Finnish Securities MarketAct, nor has Alma negotiated with Talentum with regard to the matter.The Offer Price is EUR 1.85 per each share in Talentum. The OfferPrice is approximately 6.3 per cent higher than the closing price ofone Talentum share (EUR 1.74) in NASDAQ OMX Helsinki ("StockExchange") on 7 August 2009 i.e. on the last trading day precedingthe arising of the tender offer obligation. The Offer Pricecorresponds to the trading-volume-weighted average price of Talentumshares on the Stock Exchange over a three-month period preceding thearising of the tender offer obligation increased by an approximately13.6 per cent premium and to the trading-volume-weighted averageprice of Talentum shares on the Stock Exchange over a six-monthperiod preceding the arising of the tender offer obligation increasedby an approximately 13.1 per cent premium.STATEMENT OF THE BOARD OF DIRECTORSAssessment of the Board of Directors from the perspective of thetarget company and security holdersThe Board of Directors of Talentum has carefully evaluated theMandatory Tender Offer and its terms and conditions and based itsevaluation on the Offer Document, Fairness Opinion issued by PCACorporate Finance Oy and other matters. The Board of Directors ofTalentum considers the Offer Price too low. The Board of Directorscannot recommend to the shareholders of Talentum the acceptance ofthe Mandatory Tender Offer.The Board of Directors of Talentum evaluates that operating inaccordance with the strategy of the company could in the futureresult in a higher value to the shareholders than the Offer Price.The Board of Directors cannot however guarantee that thenon-acceptance of the Mandatory Tender Offer or some otheralternative to the Mandatory Tender Offer, when being carried out,would result in a higher value to the shareholders than theacceptance of the Mandatory Tender Offer.The Board of Directors of Talentum has requested a Fairness Opinionfrom PCA Corporate Finance Oy concerning the fairness of the OfferPrice. PCA Corporate Finance Oy has evaluated the Offer Price in theFairness Opinion issued on 31 August 2009 and stated that the OfferPrice is not reasonable for Talentum shareholders from the economicpoint of view.This statement of the Board of Directors is not of investment advicein its nature. The shareholders shall independently decide on theacceptance of the Mandatory Tender Offer taking into considerationall the information presented in the Offer Document and other mattersthat have an effect on the value of a Talentum share.The Board of Directors of Talentum wants to draw the attention of thecompany's shareholders to the following matters which may besignificant in the assessment of the Mandatory Tender Offer:- According to the strategy published by Talentum the approach of thecompany is a clearer concentration than earlier to publishingbusiness, essential parts of which are magazines, books, onlineservices, information services, training and events. Online services,information services and media business are main focus areas forgrowth. Talentum's objective is to diversify the revenue structure ofpublishing business, especially by increasing the revenues of contentsales. Talentum has in accordance with its strategy continuouslyinvestigated the possibilities to expand its business operations inthe publishing business and the company still emphasises growth,particularly outside of Finland. In October 2005 Talentum acquiredall the shares in a Swedish magazine company Ekonomi & Teknik FörlagAB (including magazines Ny Teknik, Affärsvärlden, Lag&Avtal andMiljörapporten). In June 2007 Talentum acquired a Swedish magazinecalled Dagens Media. In November 2007 Talentum acquired FaktaRegulatory business in Sweden. Talentum has during the year 2008 soldsuch remaining business operations which were not part of its corebusiness.- At the time of the Mandatory Tender Offer the Talentum share priceis historically comparing low. Both the general decrease of shareprices as well as the weakening effect of the economic recession onTalentum's business have an effect on it. The company has howeveradjusted its business operations to correspond to the marketconditions.- The Offer Price, EUR 1.85 per share, contains only a small premiumcomparing to Talentum share's recent stock exchange price. Thepremium is also small comparing to the previous public tender offersthat have been carried out and especially comparing to the latestpublic tender offers that have been carried out.- The Board of Directors has asked the opinion of some of Talentum'smajor shareholders on the Offer Price. Based on these discussions,and as some of Talentum shareholders have stated in public that theywill not accept the offered Offer Price, the current understanding ofTalentum's Board of Directors is that a significant amount ofTalentum shareholders will not accept the Mandatory Tender Offer.- The possible further concentration of share ownership in Talentummay lead to the trading with the company's share being in the futureon a lower level than currently and the price formation of a sharemore unreliable. If as a consequence of the Mandatory Tender OfferAlma's share of Talentum shares exceeds 50 per cent, after theMandatory Tender Offer in question, Alma will not have any obligationto make a mandatory tender offer for the shares in Talentum. TheBoard of Directors further states that if Alma acquires Talentumshares after nine (9) months has passed from the end of the OfferPeriod on better terms and conditions than the Offer Price, theshareholders that have accepted the Mandatory Tender Offer will nothave a right to the compensation referred to in Chapter 6 Section 13Subsection 2 of the Finnish Securities Market Act.- Alma Group has since the year 2001 been the largest shareholder ofTalentum with its shareholding of approximately 30 per cent. InTalentum's Articles of Association there is a provision regarding avoting restriction pursuant to which no shareholder may, at a GeneralMeeting, exercise more than 1/6 of the total number of votesrepresented by the issued and outstanding shares of the company. Thisrestriction does not however have an effect on the amount of sharesrepresented in the meeting calculated in connection with qualifiedmajority decisions in addition to the amount of votes. For thisreason decisions requiring qualified majority cannot in practise bemade at Talentum's General Meetings without the support of AlmaGroup. The large shareholding of Alma has, for the present, howevernot had an effect on Talentum's operative business.Assessment regarding the company's strategy and its employeesPursuant to the Finnish Securities Market Act Talentum's Board ofDirectors shall give a reasoned assessment with regard to thestrategic plans presented by Alma in the Offer Document and theprobable effects thereof on Talentum's operations and employment inthe company. Alma has in the Offer Document presented that itsstrategic objective is to develop the complementary businessoperations of the companies and to support the internationalizationof Talentum's business operations. Alma has further presented that itdoes not expect its strategic plans regarding Talentum to haveimmediate effects on Talentum's employees or locations of premises.Talentum has not been able to confirm the presented information butneither does it have reason to suspect the correctness of theinformation.Based on the information presented by Alma in the Offer Document,Talentum's Board of Directors assesses that the Mandatory TenderOffer will not have immediate effects on Talentum's current businessoperations or employment in Talentum. Alma has however not dealt withits longer term plans with regard to Talentum in the Offer Document.The information presented in the Offer Document is also otherwisequite brief and general, for which reason Talentum's Board ofDirectors is not able to further comment Alma's strategic plans andthe probable effects thereof on Talentum's operations and employmentin the company.The Board of Directors of Talentum has handled the Mandatory TenderOffer in its full composition. The statement of the Board ofDirectors is unanimous. PCA Corporate Finance Oy has acted as thefinancial advisor and Bird & Bird Attorneys Ltd as the legal advisorof the Board of Directors.TALENTUM OYJBOARD OF DIRECTORSFurther information: Tuomo Saarinen, Chairman of the Board ofDirectors, tel. +358 500 223 970DISTRIBUTIONNASDAQ OMX HelsinkiPrincipal mediaThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 04.09.2009 - 13:10 Uhr
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